Comarch Capital Group Code of Conduct

I. The Highest Ethical Standards

The Comarch Capital Group (Comarch Group) makes every effort to comply with applicable regulations, legal requirements, recognized international norms and standards, as well as ethical standards in its operations. 
As one of the leaders of the IT industry, the Comarch Group promotes business ethics, sustainable development, corporate responsibility,, respect for human rights and environmental protection. The guidelines and standards of conduct set out in this Code are also intended to shape an organizational culture that, based on ethical and moral values, builds trust both within the organization and in relationships with clients, business partners and the local and international community. The achievement of this goal is the joint responsibility of all Comarch Group employees. 
The present Code of Conduct has been approved by the Management Board of Comarch, S.A. and adopted for use by individual companies of the Comarch Group. Management Board of Comarch S.A. undertakes to regularly assess compliance with the principles contained in the Code and update its content based on the conclusions received.
The Code reflects the ethical values that Comarch Group upholds and intends to abide by. For the employees of Comarch Group, it constitutes a standard of behavior towards fellow-employees as well as towards superiors, customers, partners, and local communities when doing business and also when involved in business-related activities. This Code is distributed and popularized among Comarch Group employees.

II. The Mission of the Comarch Capital Group

Responsibility for the Success and Competitiveness of our Customers 
The mission of the Comarch Group is to provide business IT solutions that support and optimize the operational activities and business processes of clients from all over the world. The main advantages of the company are professionalism, versatility and deep domain knowledge, which we provide to our clients in the form of integrated IT systems. During several decades of operation, Comarch has achieved a strong position as a supplier of complete, innovative and technology-based IT solutions. Over 6,000 experienced specialists work for our clients around the world. The Comarch Group is one of the European IT industry leaders, and hundreds of thousands companies in Poland and abroad use Comarch’s software. Comarch's product development strategy is supported by investment expenditure on research and development, the value of which amounts to several dozen percent of sales revenues each year.
In concentrating its efforts on spreading knowledge, Comarch organizes research and development programs based on cooperation with consultants, analysts and customers. The main idea of these programs is to disseminate knowledge and to check, compare and revise our ideas for the development of new technologies, taking market trends into account. 
The Comarch Group responds to the needs and expectations of its customers, while striving to uphold principles of sustainable development and the well-being of employees and local communities, and minimizing its environmental impact.

III. The Values Cherished by the Comarch Capital Group

Both in the Group's internal and external relations with its stakeholders, Comarch cherishes universal values by fostering honesty, diligence and conscientiousness in the delivery of the tasks it is entrusted with, quality and innovation, free cooperation for the benefit of all, the building and maintenance of trust among co-workers and business partners, as well as respect, understanding and a willingness to lend help and assistance regardless of the position held in the company, origin, or beliefs.

IV. Maintenance of the Highest Standards of Work

The Comarch Group respects and maintains international standards regarding human rights as well as international standards of work, perceiving them as fundamental and universal. The Comarch Group respects and implements labor law, health and safety regulations, and ensures that employees are always treated in accordance with applicable requirements.
Recognizing the right of employees to free association, Comarch Group engages in dialogue with an elected councils of employee representatives.
The work environment at the Comarch Group is based on respect, diversity and inclusion. The Comarch Group does not tolerate any form of discrimination based on: race, social status, ethnicity, religion, impairment, disability, sex, sexual orientation, political affiliation and views, age and marital status.
The Comarch Group ensures freedom of opinion, conscience and religion as well as freedom of belief and expression. The Comarch Group promotes teamwork free from any prejudice and consciously derives strength from the values which are there to draw on and that stem from the diversity among the employees. In return, the Comarch Group makes every effort to ensure their employees fair remuneration paid regularly, development opportunities, stimulating challenges as well as very good conditions of work.
The Comarch Group respects the intellectual property of third parties, respecting legal provisions as well as taking into account international standards in this area.

The Comarch Group respects the prohibition of the following: the work of children below the age of sixteen, the use of corporal punishment, mental and physical coercion, insults and sexual harassment and considers the workplace as one that is free of such practices.

V. Lack of Tolerance for Corruption, Fair Competition

The Comarch Capital Group observes the rules of fair competition and prevents bribery, illegal payments and corruption.

The Comarch Capital Group has implemented the Anti-Corruption Policy, which establishes rules and standards of conduct in order to prevent and respond to actions that may bear marks of corruption.

It is the duty of Comarch Capital Group employees to avoid any activity leading to a conflict of interests, namely receiving and offering presents as a part of business and commercial activity. It is forbidden to pay or to propose bribes or illegal services to state officials or to the representatives of political parties in order to make or to keep a transaction. Comarch employees shall not derive benefits or assist in deriving benefits from opportunities which may arise as a result of using company information or their position within the Group.

VI. Partnership in Business

Customers Relationships
The most important principles of the Comarch Group are responsibility for its customers’ success as well as respect and openness to their needs. Comarch delivers innovative IT services of the highest quality, thanks to the use of employees’ experience and exceptional skill, and cooperation with leading research and development centers in Poland and abroad. Comarch spares no effort in ensuring that the IT solutions delivered correspond with the highest standards and customer requirements, especially in the field of security.

Contacts with Customers from the Public Sector
As far as contact with customers from public sector in Poland (central and local government, community partnerships, treasury companies, public health centers) is concerned, the provisions of the Public Procurement Act of 11 September 2019 are applied. These provisions regulate the method of communication with the ordering party during the tender procedures, the scope of activities that can be undertaken by the parties to the procedure, as well as the resources available for legal protection. In the case of contacts with public sector clients from other countries, the relevant public procurement law applies.

Relations with Suppliers
The Comarch Group builds lasting relationships with suppliers and subcontractors based on mutual trust, respect and cooperation. The selection of suppliers is carried out taking into account transparent principles of purchasing policy, which provide equal opportunities to all suppliers or subcontractors. The Comarch Group, aware of its responsibility for its supply chain, takes actions to ensure that all suppliers and subcontractors comply with the standards of ethical business conduct and principles of sustainable development. The Comarch Group makes every effort, including implementing and applying appropriate procedures, to ensure that modern slavery and human trafficking do not occur within its operations or among entities in the supply chain.

Security in International Business 
In order to ensure control and security in the trading of products, technologies and services which are strategically important for national security, Comarch Group has implemented the Export Control System, which ensures that international and domestic standards and requirements are applied.

VII. Integrated Management System

The Comarch Group places particular emphasis on the quality of the products it offers and the services it provides. Quality-raising initiatives are therefore undertaken to ensure that the ever-increasing and more specific expectations of customers on both the Polish and international markets can be met.
The Integrated Management System, certified at Comarch S.A., but also obliging other Polish companies of the Comarch Group to follow its guidelines, ensures proper, systematically managed implementation of all business processes affecting the quality of products and services. The effective operation of this system ensures that processes are continuously monitored, supervised and that they are improved and adapted according to changing market conditions, technologies and customer requirements. The high quality of products and services is supported by continuous care for the environment and the safety of our employees and suppliers, as well as entities from the supply chain.
Compliance with the rules and systems implemented at Comarch Group results in relations of trust being developed between the company and its customers and suppliers. It also strengthens the image of the Comarch Group as a company committed to the quality of its products and services, minimizing negative environmental impacts, striving for energy efficiency, providing safe and hygienic working conditions, and implementing principles of information and data security as well as controls over the trade of dual-use products.

VIII. Corporate Governance – Observing the Principles

The Comarch Group pursues a transparent and reliable information and reporting policy. Information important to stakeholders is provided regularly and on time, in accordance with formal and legal requirements, as well as applicable good practices. Communication with stakeholders takes place using a variety of tools, both in-person with access to the broadcast, and remotely. Recordings of the meetings are available on the Comarch S.A. website.
Comarch S.A. adheres to the Best Practice for GPW Listed Companies and operates in accordance with the ‘comply or explain’ principle which requires a Company to provide the market with an unambiguous explanation if it violates a good practice.
All principles contained in the Best Practice for GPW Listed Companies are the subject of annual reports on compliance with corporate governance principles, prepared by the Company. Published by the Management Board of Comarch S.A. reports on the Company's application of the principles resulting from the set of corporate governance principles are posted on the Company's website.

IX. Ecological Awareness

Following the path of sustainable development, the Comarch Group operates in a manner consistent with legal regulations regarding environmental protection, and, taking into account the ongoing climate changes, it consciously limits the impact of its activities on the natural environment, minimizing the consumption of natural resources and the generation of waste resulting from current operations. It invests in new infrastructure, including its own renewable energy sources, and modernizes existing infrastructure, making it more environmentally friendly. Moreover, the Comarch Group  promotes an ecological lifestyle among its employees by supporting initiatives that encourage the active protection of the natural environment.

X. Corporate Social Responsibility

The Comarch Group has been deeply involved in social activities since its inception by propagating the idea of an extended social platform for promoting sport and advanced IT technologies.
As far as promoting and supporting sports is concerned, the principal object of Comarch's engagement is KS Cracovia SSA, the oldest sports club in Kraków which participates in professional leagues and competitions in football and ice hockey. The Comarch Group is also involved in promoting sports among children and young people.
The Comarch Group provides its employees with access to sports and recreational benefits, encouraging its employees and their families to lead an active lifestyle.
Another idea widely promoted by the Comarch Group is the popularization of knowledge regarding the most recent IT technologies. Every year, several hundred IT students take part in three-month summer internships at Comarch, which enable young people from all over the world to learn about the latest IT solutions in business. Furthermore, the Comarch Group supports Polish science by taking part in and co-financing scientific conferences.
The third element of the Comarch Group's social activities is supporting initiatives for local communities, in particular through: sponsoring cultural festivals, concerts and events of significant social importance.

XI. Implementation and Enforcement

Compliance with the principles set out in the Code of Conduct is the responsibility of every employee of the Comarch Group. Any ambiguities or problems related to the interpretation of the content of the Code of Conduct are resolved by the Compliance and Internal Audit Department. Comarch employees are encouraged to submit any comments and modifications regarding the content of this Code of Conduct. 
The Compliance and Internal Audit Department is responsible for:

• Supporting employees with regard to complying with the Code of Conduct,

• Promoting the principles and ideas contained in the Code within the company,

• Updating the Code,

• Taking the proper steps in response to current problems that employees may have as regards the ethical dimensions of the business activities they undertake.

Employees of the Comarch Group are entitled to expect assistance and support from the Compliance and Internal Audit Department regarding inquiries about the Code of Conduct submitted by e-mail to: compliance@comarch.com

XII. Whistleblowing System

The Comarch Group has a whistleblowing system that enables reports of violations of law and internal procedures, including ethical principles, through dedicated channels. Reports can be made either anonymously or openly, depending on the preference of the reporting individual. They are received in accordance with an internal procedure that ensures confidentiality and protection against retaliation for those reporting violations in good faith.
Each report is analyzed and reviewed according to applicable standards, and details of this process are available in the procedure shared with employees on the internal information platform.